EXHIBIT 10(iii)(b)
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                     Ingersoll-Rand Company
                                
      Directors Deferred Compensation and Stock Award Plan
                                

ARTICLE I.  Purpose

Ingersoll-Rand  Company  ("I-R") has  established  the  Directors
Deferred Compensation and Stock Award Plan (the "Plan") to enable
members of the Board of Directors (the "Board") who are not  then
I-R  employees  ("Non-employee Directors") to  defer  receipt  of
compensation  for  their  services as Non-employee  Directors  to
later  years  and to provide part of the compensation  for  their
services as Non-employee Directors in shares of I-R Common  Stock
("Shares") which will be deferred.

ARTICLE II.  Maintenance of Records

I-R  shall maintain a Deferred Compensation Account for each Non-
employee Director, which shall be credited in accordance with the
terms  of  this  Plan  and  the elections  of  each  Non-employee
Director pursuant to this Plan.

ARTICLE III.  Deferral of Stock Awards and Deferral of Fees

     (A)  Deferred Stock Award Amount
     
          Each  Non-employee  Director shall  receive  an  annual
          award  on  the  date  of the first Board  of  Directors
          meeting  after  each annual meeting of shareholders  in
          the  form  of  a promise by I-R to deliver  400  Shares
          ("Share Units"), or such other amount as may from  time
          to  time  be  established by resolution of  the  Board.
          Annual  awards of Share Units shall be credited to  the
          Deferred  Compensation  Account  of  each  Non-employee
          Director  and  Shares in respect of  such  Share  Units
          shall be delivered in accordance with the provisions of
          Article  VII  hereof.   The issuance  and  delivery  of
          Shares in respect of such Share Units shall be deferred
          until  the Non-employee Director ceases to be a  member
          of the Board.
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     (B)  Deferred Amounts Upon Termination of the Retirement Plan
     
          The  Shares in respect of Share Units credited  to  the
          Deferred  Compensation  Accounts  of  the  Non-employee
          Directors  pursuant to the resolutions adopted  by  the
          Board  on  November  6,  1996,  with  respect  to   the
          elimination  of  retirement  payments  to  Non-employee
          Directors  shall  be delivered in accordance  with  the
          provisions  of  Article VII hereof.  The  issuance  and
          delivery of such Shares shall be deferred until the Non-
          employee Director ceases to be a member of the Board.
          
     (C)  Election to Defer Fees in Share Units

          Any Non-employee Director may elect to defer receipt of
          all  or  any  portion of the retainer and meeting  fees
          ("Fees") to be earned by such Non-employee Director  by
          indicating his or her election to the Secretary of  I-R
          on   an   election  form  supplied  by  the   Secretary
          ("Deferral  Election").  The Director's  election  must
          specify  (i)  the portion of such Fees to be  deferred,
          (ii)   the  period  for which Fee payments  are  to  be
          deferred pursuant to such Deferral Election, up to  the
          date  a  director ceases to be a member  of  the  Board
          ("Deferral  Period") and  (iii) the time(s) of  payment
          or  delivery.   Each Deferral Election  is  irrevocable
          with  respect  to  the  compensation  payable  for  the
          Deferral  Period  to which it applies,  except  in  the
          event a director ceases to be a member of the Board.
          
     (D)  Credit  for  Deferred Fees  and  Company  Supplemental
          Contributions
     
          (1)  The Deferred Compensation Account will be credited
          with  the number of Share Units equal to the number  of
          Shares,  including  fractions, which  could  have  been
          purchased had the amount of the Fees accrued  during  a
          Deferral     Period,    plus    Company    supplemental
          contributions equal to 20 percent of the  Fees  accrued
          during  such  Deferral Period,  been used  to  purchase
          Shares  on the date such Fees would have been paid  had
          they  not been deferred, at a price equal to the  Share
          Fair Market Value, as defined below,  on such date.
                                                                 
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          (2)  "Share Fair Market Value" shall be the mean of the
          high  and  low prices of Shares on the New  York  Stock
          Exchange  -  Composite Tape on the  date  in  question,
          provided  that if no sales of Shares were made  on  the
          Exchange  on  that date, the mean of the high  and  low
          prices reported for the preceding day on which sales of
          Shares were made on the Exchange.
     
     (E)  Vesting of Company Matching Contributions
     
          Company supplemental contributions shall vest upon  the
          earlier of either five years from the date of grant  or
          cessation  of service on the Board by reason of  normal
          retirement or death.
     
     (F)  Advance Notice of Election
     
          Any Deferral Election with respect to Fees to be earned
          during  a  calendar  year shall  be  delivered  to  the
          Secretary of I-R prior to the beginning of any calendar
          year  or,  with respect to a new Director,  before  the
          effective date of his or her election to the Board.
     
          Each  Non-employee Director who does not provide notice
          to  the  Secretary of a Deferral Election in accordance
          with  the preceding sentence will be deemed not to have
          elected  to  defer  receipt of  any  Fees  (other  than
          amounts automatically deferred).
     
     (G)  Duration of Election
     
          A  Deferral  Election  may be  made  annually  for  the
          succeeding   calendar  year  or,  at  the  Non-employee
          Director's direction, it may continue from year to year
          unless  a  written request to modify or terminate  that
          election  for a subsequent period is submitted  to  the
          Secretary of I-R on or before the date 15 days prior to
          the beginning of the subsequent calendar year.
          
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ARTICLE IV.  VOTING RIGHTS
     
     Share Units shall not have voting rights.
     
ARTICLE V.  Dividends, Distributions and Adjustments
     
     Whenever a cash dividend or any other distribution  is  paid
     with respect to Shares, the Deferred Compensation Account of
     each  Non-employee  Director  shall  be  credited  with   an
     additional  number of Share Units, equal to  the  number  of
     Shares,  including fractional Shares, that could  have  been
     purchased had such dividend or other distribution been  paid
     on  each Share Unit in the Deferred Compensation Account (on
     the  record date for such dividend or distribution) and  the
     amount  of such dividend or value of such other distribution
     been  used  to acquire additional Shares at the  Share  Fair
     Market Value on the date such dividend or other distribution
     is  paid.   The value of any such other distribution  on  or
     related to Shares shall,  at the option of the Board (or  an
     authorized Committee of the Board), be either determined  by
     the Board or independently established.
     
     The  number of Share Units shall be fully adjusted upon  the
     occurrence    of   any   stock   split,   stock    dividend,
     recapitalization,  merger or similar  event,  and  shall  be
     appropriately  adjusted  for the value  (determined  in  the
     manner provided above with respect to distributions) of  any
     right,  privilege or opportunity provided or offered by  I-R
     to holders of Shares.
     
ARTICLE   VI.    Conversion  of  Deferred  Compensation   Account
Balances
     
     A  Non-employee  Director's cash  balance  in  the  deferred
     compensation  program  as  of  December  31,  1996  will  be
     transferred  to  an  equivalent balance  in  the  Director's
     Deferred  Compensation Account as of January 1,  1997.   The
     Deferred  Compensation Account shall be  credited  with  the
     number  of  Share  Units  equal to  the  number  of  Shares,
     including  fractions, which could have been  purchased  with
     such  cash account balance on January 2, 1997, at Share Fair
     Market Value on such date.

                                
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ARTICLE VII.  Delivery
     
     Delivery  of   Shares  equal to the number  of  Share  Units
     credited to the Deferred Compensation Account will  be  made
     to  a  Non-employee Director in accordance with his  or  her
     applicable  Deferral Elections or, if no  election  applies,
     promptly  after the date on which the Non-employee  Director
     ceases to be a member of the Board.
     
     In the case of Shares to be delivered pursuant to a Deferral
     Election,  Shares  shall be delivered on the  delivery  date
     specified  in the Deferral Election.  In the case of  Shares
     to  be delivered promptly after the date on which a Director
     ceases  to  be  a  member  of the  Board,  Shares  shall  be
     delivered  as soon as practicable after such date.   In  any
     case  when Shares are delivered, a cash payment will be made
     in lieu of delivering a fractional share.
     
     In  the event of a Non-employee Director's death, the Shares
     in  respect  of Share Units credited to his or her  Deferred
     Compensation  Account shall be delivered to the Non-employee
     Director's estate or beneficiary, as appropriate.
     
ARTICLE VIII.  Authorization and Source of Shares

     Shares  necessary to meet the obligations of the  Plan  have
     been reserved and authorized pursuant to resolutions adopted
     by  the  Board  on November  6, 1996, and additional  Shares
     shall be reserved and authorized for delivery under the Plan
     from time to time.  These Shares may be provided from newly-
     issued or treasury Shares.

ARTICLE IX.  Alienability
     
     Prior to delivery of Shares by I-R pursuant to Article  VII,
     no  Non-employee  Director shall have  any  right  to  sell,
     pledge,  transfer, assign or hypothecate any Share Units  or
     Shares,  or any right to receive any Share Units or  Shares,
     credited  to  him under this Plan and such  Share  Units  or
     Shares  shall  not  be  subject  to  execution,  attachment,
     garnishment or similar process.
     
     
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ARTICLE  X.  Non-Employee Director's Rights Unsecured
     
     The  right of a Non-employee Director to receive any  Shares
     hereunder  shall  rank as an unsecured  claim  against  I-R.
     Assets  that  may  be set aside for I-R's  convenience  with
     respect  to the Plan shall not in any way be held  in  trust
     for,  or  be  subject to any prior claim by, a  Non-Employee
     Director or beneficiary.
     
ARTICLE XI.   Change of  Control
     
     (A)  For purposes hereof,
     
          (1)   "Affiliate" shall mean, when used to  indicate  a
          relationship  with a specified person,  a  person  that
          directly,   or   indirectly   through   one   or   more
          intermediaries, controls, or is controlled  by,  or  is
          under common control with, such specified person.
     
          (2)   "Associate" shall mean, when used to  indicate  a
          relationship   with  a  specified   person,   (a)   any
          corporation,  partnership,  or  other  organization  of
          which  such specified person is an officer or  partner,
          (b)  any  trust or other estate in which such specified
          person has a substantial beneficial interest or  as  to
          which such specified person serves as trustee or  in  a
          similar fiduciary capacity, (c) any relative or  spouse
          of  such  specified  person, or any  relative  of  such
          spouse  who has the same home as such specified person,
          or  who is a Director or officer of the Company or  any
          of  its parents or subsidiaries, and (d) any person who
          is  a  director, officer, or partner of such  specified
          person or of any corporation (other than the Company or
          any    wholly-owned   subsidiary   of   the   Company),
          partnership  or other entity which is an  Affiliate  of
          such specified person.
          
          (3)  "Beneficial Owner" shall have the same meaning  as
          such term is defined by Rule 13d-3 under the Securities
          Exchange Act of 1934 (or any successor provision at the
          time   in   effect);   provided,  however,   that   any
          individual,     corporation,    partnership,     group,
          association, or other person or entity which has the
                                                                 
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          right  to  acquire  any  of the  Company's  outstanding
          securities  entitled to vote generally in the  election
          of  directors  at any time in the future, whether  such
          right is contingent or absolute, pursuant to any
          agreement,  arrangement,  or  understanding   or   upon
          exercise of conversion rights, warrants or options,  or
          otherwise, shall be deemed the Beneficial Owner of such
          securities.
          
          (4)   "Change in Control" shall mean the occurrence  of
          either of the following:
     
                (a)   any  individual, corporation,  partnership,
          group,  association or other person or entity, together
          with  its  Affiliates  and  Associates  (other  than  a
          trustee or other fiduciary holding securities under  an
          employee  benefit plan of the company), is  or  becomes
          the  Beneficial  Owner  of securities  of  the  Company
          representing 20 percent or more of the combined  voting
          power  of  the  Company's  then outstanding  securities
          entitled   to   vote  generally  in  the  election   of
          directors,   unless  a  majority  of   the   Continuing
          Directors determines in their sole discretion that, for
          purposes  of  this Plan, a Change in  Control  has  not
          occurred;
          
                (b)   the Continuing Directors shall at any  time
          fail  to  constitute a majority of the members  of  the
          Board of Directors; or
     
                (c)   any sale, lease, exchange or other transfer
          (in   one   transaction   or  a   series   of   related
          transactions)  of  all, or substantially  all,  of  the
          assets  of  the  Company, other than any  sale,  lease,
          exchange  or  other transfer to any  person  or  entity
          where  the  Company  owns, directly or  indirectly,  at
          least  80  percent of the outstanding voting securities
          of such person or entity after any such transfer.
          
          (5)   "Continuing Director" shall mean a  Director  who
          either  was  a  member  of the Board  of  Directors  on
          January 1, 1997 or who became a member of the Board  of
          Directors subsequent to such date and whose election,
                                                                 
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          or   nomination   for   election   by   the   Company's
          shareholders,  was  Duly  Approved  by  the  Continuing
          Directors of the Board of Directors at the time of such
          nomination or election, either by a specific vote or by
          approval  of the proxy statement issued by the  Company
          on  behalf  of  the Board of Directors  in  which  such
          person is named as a nominee for Director, without  due
          objection to such nomination.
          
          (6)   "Duly Approved by the Continuing Directors" shall
          mean  an  action approved by the vote  of  at  least  a
          majority of the Continuing Directors then on the  Board
          of  Directors, except, if the votes of such  Continuing
          Directors in favor of such action would be insufficient
          to  constitute  an act of the Board of Directors  if  a
          vote  by  all  of its members were to have been  taken,
          then  such  term shall mean an action approved  by  the
          unanimous vote of the Continuing Directors then on  the
          Board  of Directors so long as there are at least three
          Continuing Directors on the Board of Directors  at  the
          time of such unanimous vote.
          
          (B)   Upon  the occurrence of a Change of Control,  all
          deferrals   pursuant  to  the  Plan  shall  immediately
          terminate  and  Deferred Compensation  Account  amounts
          shall   become  immediately  payable  whether  or   not
          otherwise   vested.    Each   Non-employee   Director's
          Deferred  Compensation Account shall  be  converted  to
          cash  in  an  amount equal to the highest  Fair  Market
          Value  of  one  Share during the 60 days preceding  the
          date  on  which the Change in Control occurs multiplied
          by the number of  Share Units in the account.  Deferred
          Compensation Account cash amounts shall be delivered to
          each  director  within thirty days  of  the  Change  of
          Control.
          
ARTICLE XII.  Effective Date
     
     The Plan is effective January 1, 1997.

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ARTICLE XIII.  Amendment and Termination
     
     The  Board (or an authorized Committee of the Board) may  at
     any  time  terminate, and may at any time and from  time  to
     time  and  in  any respect amend, the Plan  for  any  reason
     provided, however, that no amendment or termination  of  the
     Plan  shall  impair  the right of any  Director  to  receive
     amounts  which  have been credited to his  or  her  Deferred
     Compensation  Account pursuant to Articles  III,  V  and  VI
     prior to such amendment or termination.